MARCHEX, INC. STOCK TRANSFER AND RESTRICTION AGREEMENTStock Transfer and Restriction Agreement • December 11th, 2003 • Marchex Inc • Delaware
WHEREAS, the Company and the Stockholders have agreed to place certain restrictions on the Common Stock issued or issuable by the Company as Equity Consideration and Restricted Equity Consideration to the Stockholders in the respective amounts as set forth on Exhibit A attached hereto, in connection with that certain Agreement and Plan of Merger dated as of October 1, 2003 (the “Merger Agreement”), by and among the Company, Sitewise Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Acquisition Corporation”), Sitewise Marketing, Inc., a Oregon corporation (“Sitewise”), the Stockholders of Sitewise and with respect to Articles II, VII and XII of the Merger Agreement, the Stockholder Representative, pursuant to which Sitewise is being merged with and into the Acquisition Corporation (the “Merger”).
